hpilepa08_1216.htm - Generated by SEC Publisher for SEC Filing














 













EQUITY PURCHASE
AGREEMENT


 


THIS EQUITY
PURCHASE AGREEMENT entered into as of the 12th day of August, 2016 (this
"AGREEMENT"), by and between KODIAK CAPITAL GROUP, LLC, a Delaware
limited liability company ("INVESTOR"), and HPIL HOLDING, a Nevada
corporation (the "COMPANY").


 


WHEREAS, the
parties desire that, upon the terms and subject to the conditions contained
herein, the Company shall issue and sell to Investor, from time to time as
provided herein, and Investor shall purchase up to Five Million Dollars ($5,000,000)
of the Company’s Common Stock (as defined below).


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


ARTICLE I


CERTAIN
DEFINITIONS


 


Section 1.1          DEFINED
TERMS as used in this Agreement, the following terms shall have the following
meanings specified or indicated (such meanings to be equally applicable to both
the singular and plural forms of the terms defined)


 


"AGREEMENT"
shall have the meaning specified in the preamble hereof.


 


"BY-LAWS"
shall have the meaning specified in Section 4.7.


 


"CLAIM
NOTICE" shall have the meaning specified in Section 9.3(a).


 


“CLEARING DATE”
shall be the date in which the Put Shares have been deposited into the
Investor’s brokerage account.


 


"CLOSING"
shall mean one of the closings of a purchase and sale of shares of Common Stock
pursuant to Section 2.3.


 


"CLOSING
CERTIFICATE" shall mean the closing certificate of the Company in the form
of Exhibit B hereto.


 


"CLOSING
PRICE" shall mean the closing bid price for the Company’s common stock on the
Principal Market on a Trading Day as reported by Bloomberg Finance L.P.


 


"COMMITMENT
PERIOD" shall mean the period commencing on the Execution Date, and ending
on the earlier of (i) the date on which Investor shall have purchased Put Shares
pursuant to this Agreement for an aggregate Purchase Price of the Maximum
Commitment Amount or (ii) the two-year anniversary of the Execution Date.


 


"COMMON
STOCK" shall mean the Company's common stock, $0.0001 par value per share,
and any shares of any other class of common stock whether now or hereafter
authorized, having the right to participate in the distribution of dividends
(as and when declared) and assets (upon liquidation of the Company).


  


"COMPANY"
shall have the meaning specified in the preamble to this Agreement.


 


"DAMAGES"
shall mean any loss, claim, damage, liability, cost and expense (including,
without limitation, reasonable attorneys' fees and disbursements and costs and
expenses of expert witnesses and investigation).


  


"DISPUTE
PERIOD" shall have the meaning specified in Section 9.3(a).





 




"EXCHANGE
ACT" shall mean the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder














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"EXECUTION
DATE" shall mean the date on which this Agreement is executed and delivered
by the Company and Investor.  


 


"FINRA"
shall mean the Financial Industry Regulatory Authority, Inc.


 


"INVESTMENT
AMOUNT" shall mean the Put Shares referenced in the Put Notice multiplied
by the Purchase Price.


 


"INDEMNIFIED
PARTY" shall have the meaning specified in Section 9.3(a).


 


"INDEMNIFYING
PARTY" shall have the meaning specified in Section 9.3(a).


 


"INDEMNITY
NOTICE" shall have the meaning specified in Section 9.3(b).


 


"INVESTOR"
shall have the meaning specified in the preamble to this Agreement.


 


"MARKET
PRICE" shall mean the lowest closing bid price on the Principal Market for
any Trading Day during the Valuation Period, as reported by Bloomberg Finance
L.P.


 


"MATERIAL
ADVERSE EFFECT" shall mean any effect on the business, operations,
properties, or financial condition of the Company that is material and adverse
to the Company and/or any condition, circumstance, or situation that would
prohibit or otherwise materially interfere with the ability of the Company to
enter into and perform its obligations under any of this Agreement.


 


"MAXIMUM
COMMITMENT AMOUNT" shall mean Five Million Dollars ($5,000,000). 


 


"PERSON"
shall mean an individual, a corporation, a partnership, an association, a trust
or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.


 


"PRINCIPAL
MARKET" shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX,
Nasdaq), or principal quotation systems (i.e. OTCQX, OTCQB, OTCPink), or other
principal exchange or recognized quotation system which is at the time the
principal trading platform or market for the Common Stock.


 


"PURCHASE
PRICE" shall mean 70% of the Market Price on such date on which the
Purchase Price is calculated in accordance with the terms and conditions of
this Agreement.


 


"PUT"
shall mean the right of the Company to require the Investor to purchase shares
of Common Stock, subject to the terms and conditions of this Agreement.


 


"PUT
DATE" shall mean any Trading Day during the Commitment Period that a Put
Notice is deemed delivered pursuant to Section 2.2(b).


 


"PUT
NOTICE" shall mean a written notice, substantially in the form of Exhibit
A hereto, to Investor setting forth the Put Shares with respect to which the
Company intends to require Investor to purchase pursuant to the terms of this
Agreement.


 


"PUT
SHARES" shall mean all shares of Common Stock issued, or that the Company
shall be entitled to issue, per any applicable Put Notice in accordance with
the terms and conditions of this Agreement.


 


"REGISTERED
SECURITIES" shall mean the (a) Put Shares and (b) any securities issued or
issuable with respect to any of the foregoing by way of exchange, stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization or otherwise.
As to any particular Registered Securities, once issued such securities shall
cease to be Registered Securities when (i) a Registration Statement has been
declared effective by the SEC and such Registered Securities have been disposed
of pursuant to a Registration Statement, (ii) such Registered Securities have
been sold under circumstances under which all of the applicable conditions of
Rule 144 are met, (iii) such time as such Registered Securities have been otherwise transferred to holders who may trade such shares
without restriction under the Securities Act or (iv) in the opinion of counsel
to the Company, which counsel shall be reasonably acceptable to Investor (for which
purposes it is agreed that the Company’s counsel as of the Execution Date shall
be deemed acceptable),
such Registered Securities may be sold without registration under the
Securities Act or the need for an exemption from any such registration
requirements and without any time, volume or manner limitations pursuant to
Rule 144(b)(i) (or any similar provision then in effect) under the Securities
Act.












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"REGISTRATION
STATEMENT" shall mean the Company’s effective registration statement on
file with the SEC registering
the resale of the Registered Securities, and any follow up registration
statement or amendment
thereto.         


 


"REGULATION
D" shall mean Regulation D promulgated under the Securities Act.


 


"RULE
144" shall mean Rule 144 promulgated under the Securities Act or any
similar provision then in force under the Securities Act.


 


"SEC"
shall mean the United States Securities and Exchange Commission.


 


"SECURITIES
ACT" shall have the meaning specified in the recitals of this Agreement.


 


"SEC DOCUMENTS"
shall mean, as of a particular date, all reports and other documents filed by
the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the Company's then most recently completed and reported fiscal year as
of the time in question (provided that if the date in question is within ninety
days of the beginning of the Company's fiscal year, the term shall include all
documents filed since the beginning of the preceding fiscal year).


 


“SHORT SALES”
shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the
Exchange Act.


 


"THIRD
PARTY CLAIM" shall have the meaning specified in Section 9.3(a).


 


“TRADING DAY” shall mean a day on which
the Principal Market shall be open for business.


 


“TRANSACTION
DOCUMENTS” shall mean this Agreement and the Registration Rights Agreement.


  


"VALUATION
PERIOD" shall mean the period of five (5) Trading Days immediately
following the Clearing Date associated with the applicable Put Notice during
which the Purchase Price of the Common Stock is valued. Investor shall notify
the Company in writing of the occurrence of the Clearing Date associated with a
Put Notice. The Valuation Period shall begin the first Trading Day following
such written notice from Investor.




ARTICLE II


PURCHASE AND
SALE OF COMMON STOCK


 







Section
2.1           INVESTMENTS.







 







(a)             
PUTS.
Upon the terms and conditions set forth herein (including, without limitation,
the provisions of Article VII), on any Put Date the Company may exercise a Put
by the delivery of a Put Notice.







 







Section
2.2           MECHANICS.







 














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(a)            
PUT NOTICE. At any time and from time to time during the Commitment Period, the
Company may deliver a Put Notice to Investor, subject to the conditions set
forth in Section 7.2. On the Put Date the Company shall deliver to Investor’s
brokerage account the Put Shares referenced in the Put Notice.  







(b)             
DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i)
the Trading Day it is received by email by Investor if such notice is received
on or prior to 09:00 New York time, or (ii) the immediately succeeding Trading
Day if it is received by email after 09:00 New York time on a Trading Day or at
any time on a day which is not a Trading Day.  The Valuation Period will
commence on the Clearing Date.







 


Section
2.3           CLOSINGS.
At the end of the Valuation Period the Purchase Price shall be established; if
the value of the Put Shares initially delivered to Investor is greater than the
Maximum Commitment Amount then immediately after the Valuation Period the
Investor shall deliver to Company the Put Shares surplus associated with such
Put. The Closing of a Put shall occur upon the first Trading Day following the
completion of the Valuation Period, whereby Investor shall deliver the
Investment Amount, by wire transfer of immediately available funds to an
account designated by the Company. In addition, on or prior to such Closing
Date, each of the Company and Investor shall deliver to each other all
documents, instruments and writings required to be delivered or reasonably
requested by either of them pursuant to this Agreement in order to implement
and effect the transactions contemplated herein.


  


ARTICLE III


REPRESENTATIONS
AND WARRANTIES OF INVESTOR


 


Investor represents
and warrants to the Company that:


 


Section
3.1           INTENT.
Investor is entering into this Agreement for its own account and Investor has
no present arrangement (whether or not legally binding) at any time to sell the
Registered Securities to or through any person or entity; provided, however,
that Investor reserves the right to dispose of the Registered Securities at any
time in accordance with federal and state securities laws applicable to such
disposition.


 


Section
3.2           NO LEGAL
ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the
opportunity to review this Agreement and the transactions contemplated by this
Agreement with its own legal counsel and investment and tax advisors. The
Investor is relying solely on such counsel and advisors and not on any
statements or representations of the Company or any of its representatives or
agents for legal, tax or investment advice with respect to this investment, the
transactions contemplated by this Agreement or the securities laws of any
jurisdiction.


 


Section
3.3           SOPHISTICATED
INVESTOR. Investor is a sophisticated investor (as described in Rule
506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule
501 of Regulation D), and Investor has such experience in business and
financial matters that it is capable of evaluating the merits and risks of an
investment in the Registered Securities. Investor acknowledges that an
investment in the Registered Securities is speculative and involves a high
degree of risk.


 


Section
3.4           AUTHORITY.
(a) Investor has the requisite power and authority to enter into and perform
its obligations under this Agreement and the transactions contemplated hereby
in accordance with its terms; (b) the execution and delivery of this Agreement
and the consummation by it of the transactions contemplated hereby and thereby
have been duly authorized by all necessary action and no further consent or
authorization of Investor or its partners is required; and (c) this Agreement has
been duly authorized and validly executed and delivered by Investor and
constitutes a valid and binding obligation of Investor enforceable against it
in accordance with its terms, subject to applicable bankruptcy, insolvency, or
similar laws relating to, or affecting generally the enforcement of, creditors'
rights and remedies or by other equitable principles of general application.


  


Section
3.5           NOT AN
AFFILIATE. Investor is not an officer, director or "affiliate" (as
that term is defined in Rule 405 of the Securities Act) of the Company.


 


Section
3.6          ORGANIZATION AND
STANDING. Investor is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
all requisite power and authority to own, lease and
operate its properties and to carry on its business as now being conducted.
Investor is duly qualified and in good standing in every jurisdiction in which
the nature of the business conducted or property owned by it makes such
qualification necessary, other than those in which the failure so to qualify
would not have a material adverse effect on Investor.












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Section
3.7           ABSENCE OF
CONFLICTS. The execution and delivery of this Agreement and any other document
or instrument contemplated hereby, and the consummation of the transactions
contemplated hereby and thereby, and compliance with the requirements hereof
and thereof, will not (a) violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on Investor, (b) violate any
provision of any indenture, instrument or agreement to which Investor is a
party or is subject, or by which Investor or any of its assets is bound, or
conflict with or constitute a material default thereunder, (c) result in the
creation or imposition of any lien pursuant to the terms of any such indenture,
instrument or agreement, or constitute a breach of any fiduciary duty owed by
Investor to any third party, or (d) require the approval of any third-party
(that has not been obtained) pursuant to any material contract, instrument,
agreement, relationship or legal obligation to which Investor is subject or to
which any of its assets, operations or management may be subject.


 


Section
3.8           DISCLOSURE;
ACCESS TO INFORMATION. Investor had an opportunity to review copies of the SEC
Documents filed on behalf of the Company and has had access to all publicly
available information with respect to the Company.


 


Section
3.9           MANNER OF
SALE. At no time was Investor presented with or solicited by or through any
leaflet, public promotional meeting, television advertisement or any other form
of general solicitation or advertising.


 





Section 3.10           Estimates; Forward-Looking
Statements. The Investor acknowledges that any and all estimates
or forward-looking statements or projections with which it may have been
provided (collectively, the “Information”) were prepared by the Company in good
faith, but that the attainment of any such projections, estimates or
forward-looking statements cannot be guaranteed, will not be updated by the
Company and should not be relied upon.  The Investor further
acknowledges that any and all Information regarding the historical performance
of the Company is not necessarily indicative of future performance.




 





Section 3.11           Trading Activities; No Short
Sales.   Neither the Investor
nor any of its affiliates currently has an open short position in the Common
Stock.  Since the earlier of (a) such time when such Investor was
first contacted by the Company or any other person acting on behalf of the
Company regarding the transactions contemplated hereby or (b) thirty (30) days
prior to the date hereof, neither such Investor nor any affiliate of such
Investor which (x) had knowledge of the transactions contemplated hereby, (y)
has or shares discretion relating to such Investor’s investments or trading or
information concerning such Investor’s investments, including in respect of the
Registered Securities, or (z) is subject to such Investor’s review or input
concerning such affiliate’s investments or trading (collectively, “Trading
Affiliates”) has, directly or indirectly, effected or agreed to effect any
Short Sale, whether or not against the box, established any “put equivalent
position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to
the Common Stock, granted any other right (including, without limitation, any
put or call option) with respect to the Common Stock or with respect to any
security that includes, relates to or derived any significant part of its value
from the Common Stock or otherwise sought to hedge its position in the Registered
Securities.




 


ARTICLE IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


The Company
represents and warrants to Investor that, except as disclosed in the SEC
Documents:


 


Section
4.1           ORGANIZATION
OF THE COMPANY. The Company is a corporation duly organized and validly
existing and in good standing under the laws of the State of Nevada and has all
requisite power and authority to own, lease and operate its properties and to
carry on its business as now being conducted. The Company is duly qualified as
a foreign corporation to do business and is in good standing in every
jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, other than those in which the failure so
to qualify would not have a Material Adverse Effect.














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Section
4.2           AUTHORITY.
(a) The Company has the requisite corporate power and authority to enter into
and perform its obligations under this Agreement and to issue the Put Shares;
(b) the execution and delivery of this Agreement by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been
duly authorized by all necessary corporate action and no further consent or
authorization of the Company or its Board of Directors or stockholders is
required; and (c) this Agreement has been duly executed and delivered by the
Company and constitutes a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws relating to, or affecting generally the enforcement of, creditors' rights
and remedies or by other equitable principles of general application.


 


Section 4.3          CAPITALIZATION.
As of the date hereof, the authorized capital stock of the Company consists of 400,000,000
shares of Common Stock, $0.0001 par value per share, of which 47,308,000 shares
were issued and outstanding as of May 6, 2016 and 100,000,000 of preferred
stock as of May 6, 2016.  Except as set forth on Schedule 4.3, there are no
outstanding securities which are convertible into shares of Common Stock,
whether such conversion is currently exercisable or exercisable only upon some
future date or the occurrence of some event in the future.  All of the
outstanding shares of Common Stock of the Company have been duly and validly
authorized and issued and are fully paid and non-assessable.


 


Section
4.4           COMMON
STOCK. To the best of its knowledge, the Company is in full compliance with all
reporting requirements of the Exchange Act, and the Company has maintained all
requirements for the continued listing or quotation of the Common Stock, and
such Common Stock is currently listed or quoted on the Principal Market which
is presently the OTCPink.


 


Section
4.5           SEC
DOCUMENTS. The Company may make available to Investor true and complete copies
of the SEC Documents (including, without limitation, proxy information and
solicitation materials). To the Company’s knowledge, the Company has not
provided to Investor any information that, according to applicable law, rule or
regulation, should have been disclosed publicly prior to the date hereof by the
Company, but which has not been so disclosed. As of their respective dates, the
SEC Documents complied in all material respects with the requirements of the
Exchange Act, and other federal laws, rules and regulations applicable to such
SEC Documents, and none of the SEC Documents contained any untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Documents comply as to form and
substance in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC or other applicable rules and
regulations with respect thereto. Such financial statements have been prepared
in accordance with generally accepted accounting principles applied on a
consistent basis during the periods involved (except (a) as may be otherwise
indicated in such financial statements or the notes thereto or (b) in the case
of unaudited interim statements, to the extent they may not include footnotes
or may be condensed or summary statements) and fairly present in all material
respects the financial position of the Company as of the dates thereof and the
results of operations and cash flows for the periods then ended (subject, in
the case of unaudited statements, to normal year-end audit adjustments).


 


Section 4.6           VALID
ISSUANCES. When issued and paid for as herein provided, the Put Shares shall be
duly and validly issued, fully paid, and non-assessable. The sales of the Put
Shares pursuant to this Agreement, and the Company's performance of its
obligations hereunder, shall not (a) result in the creation or imposition of
any liens, charges, claims or other encumbrances upon the Put Shares, or any of
the assets of the Company, or (b) entitle the holders of outstanding shares of
Common Stock to preemptive or other rights to subscribe to or acquire the
Common Stock or other securities of the Company. The Put Shares shall not
subject Investor to personal liability, in excess of the subscription price by
reason of the ownership thereof.


 


Section
4.7           NO
CONFLICTS. The execution, delivery and performance of this Agreement by the
Company and the consummation by the Company of the transactions contemplated
hereby, including without limitation the issuance of the Put Shares, do not and
will not (a) result in a violation of the Company’s Certificate of
Incorporation or By-Laws or (b) conflict with, or constitute a material default
(or an event that with notice or lapse of time or both would become a material
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any material agreement, indenture, instrument
or any "lock-up" or similar provision of any
underwriting or similar agreement to which the Company is a party, or (c)
result in a violation of any federal, state or local law, rule, regulation,
order, judgment or decree (including federal and state securities laws and
regulations) applicable to the Company or by which any property or asset of the
Company is bound or affected (except for such conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations as would
not, individually or in the aggregate, have a Material Adverse Effect) nor is
the Company otherwise materially in violation of, conflict with or in default
under any of the foregoing. The business of the Company is not being conducted
in violation of any law, ordinance or regulation of any governmental entity,
except for possible violations that either singly or in the aggregate do not
and will not have a Material Adverse Effect. The Company is not required under
federal, state or local law, rule or regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court
or governmental agency in order for it to execute, deliver or perform any of
its obligations under this Agreement or issue and sell the Common Stock in
accordance with the terms hereof (other than any SEC, FINRA or state securities
filings that may be required to be made by the Company subsequent to any
Closing, or any registration statement that may be filed pursuant hereto);
provided that, for purposes of the representation made in this sentence, the
Company is assuming and relying upon the accuracy of the relevant
representations and agreements of Investor herein.












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Section
4.8           NO
MATERIAL ADVERSE CHANGE. Since December 31, 2015 no event has occurred that
would have a Material Adverse Effect on the Company.


 


Section
4.9           LITIGATION
AND OTHER PROCEEDINGS. Except as disclosed in the Company’s SEC filings, there
are no lawsuits or proceedings pending or to the knowledge of the Company
threatened, against the Company, nor has the Company received any written or
oral notice of any such action, suit, proceeding or investigation, which would
have a Material Adverse Effect. No judgment, order, writ, injunction or decree
or award has been issued by or, so far as is known by the Company, requested of
any court, arbitrator or governmental agency which would have a Material
Adverse Effect.


 


Section
4.10         DILUTION. The number
of shares of Common Stock issuable as Put Shares may increase substantially in
certain circumstances, including, but not necessarily limited to, the
circumstance wherein the trading price of the Common Stock declines during the
period between the Execution Date and the end of the Commitment Period. The
Company’s executive officers and directors have studied and fully understand
the nature of the transactions contemplated by this Agreement and recognize
that they have a potential dilutive effect. The board of directors of the
Company has concluded in its good faith business judgment that such issuance is
in the best interests of the Company. The Company specifically acknowledges
that its obligation to issue the Put Shares is binding upon the Company and
enforceable regardless of the dilution such issuance may have on the ownership
interests of other shareholders of the Company.


 


ARTICLE V


COVENANTS OF
INVESTOR


 


Section
5.1           COMPLIANCE
WITH LAW; TRADING IN SECURITIES. Investor's trading activities with respect to
shares of the Common Stock will be in compliance with all applicable state and
federal securities laws, rules and regulations and the rules and regulations of
FINRA and the Principal Market on which the Common Stock is listed or quoted.


 


Section
5.2           SHORT
SALES AND CONFIDENTIALITY. Neither Investor nor any trading affiliate will
execute any Short Sales during the period from the date hereof to the end of
the Commitment Period. For the purposes hereof, and in accordance with
Regulation SHO, the sale after delivery of a Put Notice of such number of
shares of Common Stock reasonably expected to be purchased under a Put Notice
shall not be deemed a Short Sale.


 


Other than to
other Persons party to this Agreement, Investor has maintained the
confidentiality of all disclosures made to it in connection with this
transaction (including the existence and terms of this transaction).


  


ARTICLE VI


COVENANTS OF THE
COMPANY


 














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Section
6.1           RESERVATION
OF COMMON STOCK. The Company will, from time to time as needed in advance of a
Closing Date, reserve and keep available until the consummation of such
Closing, free of preemptive rights sufficient shares of Common Stock for the
purpose of enabling the Company to satisfy its obligation to issue the Put
Shares to be issued in connection therewith. The number of shares so reserved
from time to time, as theretofore increased or reduced as hereinafter provided,
may be reduced by the number of shares actually delivered hereunder.


 


Section
6.2           LISTING OF
COMMON STOCK. If the Company applies to have the Common Stock traded on any other
Principal Market, it shall include in such application the Put Shares, and
shall take such other action as is necessary or desirable in the reasonable
opinion of Investor to cause the Common Stock to be listed on such other
Principal Market as promptly as possible. The Company shall use its
commercially reasonable efforts to continue the listing and trading of the
Common Stock on the Principal Market (including, without limitation,
maintaining sufficient net tangible assets) and will comply in all respects
with the Company's reporting, filing and other obligations under the bylaws or
rules of the FINRA and the Principal Market.


 


Section
6.3           CERTAIN
AGREEMENTS. So long as this Agreement remains in effect, the Company covenants
and agrees that it will not, without the prior written consent of the Investor,
enter into any other equity line of credit agreement with a third party during
the Commitment Period having terms and conditions substantially comparable to
this Agreement.


 


ARTICLE VII


CONDITIONS TO
DELIVERY OF


PUT NOTICES AND
CONDITIONS TO CLOSING


 


Section
7.1           CONDITIONS
PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK. The
obligation hereunder of the Company to issue and sell the Put Shares to Investor
is subject to the satisfaction of each of the conditions set forth below.


 


(a)   ACCURACY
OF INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Investor shall be true and correct in all material respects as of
the date of this Agreement and as of the date of each such Closing as though
made at each such time.


 


(b)          PERFORMANCE
BY INVESTOR. Investor shall have performed, satisfied and complied in all
respects with all covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by Investor at or prior
to such Closing.


  


Section
7.2           CONDITIONS
PRECEDENT TO THE RIGHT OF THE COMPANY TO DELIVER A PUT NOTICE AND THE
OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES. The right of the Company to
deliver a Put Notice and the obligation of Investor hereunder to acquire and
pay for the Put Shares is subject to the satisfaction of each of the following
conditions:


 


(a)          EFFECTIVE
REGISTRATION STATEMENT. The Registration Statement, and any amendment or
supplement thereto, shall remain effective for the sale by Investor of the Registered
Securities subject to such Put Notice, and (i) neither the Company nor Investor
shall have received notice that the SEC has issued or intends to issue a stop
order with respect to such Registration Statement or that the SEC otherwise has
suspended or withdrawn the effectiveness of such Registration Statement, either
temporarily or permanently, or intends or has threatened to do so and (ii) no
other suspension of the use or withdrawal of the effectiveness of such
Registration Statement or related prospectus shall exist. 


 


(b)          ACCURACY
OF THE COMPANY'S REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Company shall be true and correct in all material respects
(except for representations and warranties specifically made as of a particular
date), except for any conditions which have temporarily caused any
representations or warranties herein to be incorrect and which have been
corrected with no continuing impairment to the Company or Investor.


 














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(c)          PERFORMANCE
BY THE COMPANY. The Company shall have performed, satisfied and complied in all
material respects with all covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by the Company.


 


(d)          NO
INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or adopted by any
court or governmental authority of competent jurisdiction that prohibits or
directly and materially adversely affects any of the transactions contemplated
by this Agreement, and no proceeding shall have been commenced that may have
the effect of prohibiting or materially adversely affecting any of the
transactions contemplated by this Agreement.


 


(e)          ADVERSE
CHANGES. Since the date of filing of the Company's most recent SEC Document, no
event that had or is reasonably likely to have a Material Adverse Effect has
occurred.


 


(f)          NO
SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the
Common Stock shall not have been suspended by the SEC, the Principal Market or
the FINRA and the Common Stock shall have been approved for listing or
quotation on and shall not have been delisted from the Principal Market.


 


(g)          TEN
PERCENT LIMITATION. On each Closing Date, the number of Put Shares then to be
purchased by Investor shall not exceed the number of such shares that, when
aggregated with all other shares of Common Stock then owned by Investor
beneficially or deemed beneficially owned by Investor, would result in Investor
owning more than 9.99% of all of such Common Stock as would be outstanding on
such Closing Date, as determined in accordance with Section 16 of the Exchange
Act and the regulations promulgated thereunder. For purposes of this Section,
in the event that the amount of Common Stock outstanding as determined in
accordance with Section 16 of the Exchange Act and the regulations promulgated
thereunder is greater on a Closing Date than on the date upon which the Put
Notice associated with such Closing Date is given, the amount of Common Stock
outstanding on such Closing Date shall govern for purposes of determining
whether Investor, when aggregating all purchases of Common Stock made pursuant
to this Agreement, would own more than 9.99% of the Common Stock following such
Closing Date.


 


(h)          NO
KNOWLEDGE. The Company shall have no knowledge of any event more likely than
not to have the effect of causing such Registration Statement to be suspended
or otherwise ineffective (which event is more likely than not to occur within
the fifteen (15) Trading Days following the Trading Day on which such Put
Notice is deemed delivered).


 


(i)          OTHER.
On the date of delivery of each Put Notice, Investor shall have received a
certificate in substantially the form and substance of Exhibit B hereto,
executed by an executive officer of the Company and to the effect that all the
conditions to such Closing shall have been satisfied as at the date of each
such certificate.


 


ARTICLE VIII


LEGENDS


 


Section 8.1
        PUT SHARES. No legend shall be
placed on the share certificates representing the Put Shares.


 


Section 8.2         INVESTOR'S
COMPLIANCE. Nothing in this Article VIII shall affect in any way Investor's
obligations under any agreement to comply with all applicable securities laws
upon the sale of the Common Stock.


 


ARTICLE IX


NOTICES;
INDEMNIFICATION


 


Section
9.1          NOTICES. Any and
all notices or other communications or deliveries to be provided by the Investor
hereunder shall be in writing and delivered personally, by facsimile, by email
attachment, or sent by a nationally recognized overnight courier service,
addressed to the Company, at the address set forth below, or such other
facsimile number, email address, or address as the Company may specify for such
purposes by notice to the Holder delivered in
accordance with this Section 9.1.  Any and all notices or other communications
or deliveries to be provided by the Company hereunder shall be in writing and
delivered personally, by facsimile, by email attachment, or sent by a
nationally recognized overnight courier service addressed to the Investor at
the facsimile number or email address or address of the Investor set forth
below.  Any notice or other communication or deliveries hereunder shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
or email attachment to the email address set forth on the signature pages
attached hereto prior to 5:30 p.m. (New York City time) on any date, (ii) the
next Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number or email
attachment to the email address set forth on the signature pages attached
hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City
time) on any Trading Day, (iii) the second Trading Day following the date of
mailing, if sent by U.S. nationally recognized overnight courier service or
(iv) upon actual receipt by the party to whom such notice is required to be
given. The addresses for such communications shall be:












9 















 












 















 


If to the Company:


 


If to the Investor:


Kodiak Capital Group, LLC


260 Newport Center Drive


Newport Beach, CA 92660


info@kodiakfunds.com


 


Either party hereto may from time to
time change its address or email for notices under this Section 9.1 by giving
at least ten (10) days' prior written notice of such changed address to the
other party hereto.


 


Section
9.2           INDEMNIFICATION.
Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the
other party along with its officers, directors, employees, and authorized
agents, and each Person or entity, if any, who controls such party within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
(an “Indemnified Party”) from and against any Damages, joint or several, and
any action in respect thereof to which the Indemnified Party becomes subject
to, resulting from, arising out of or relating to (i) any misrepresentation,
breach of warranty or nonfulfillment of or failure to perform any covenant or
agreement on the part of Indemnifying Party contained in this Agreement, (ii)
any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or any post-effective amendment thereof or supplement
thereto, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, (iii) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus or contained in the final
prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made
therein, in the light of the circumstances under which the statements therein
were made, not misleading, or (iv) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any state securities law or any
rule or regulation under the Securities Act, the Exchange Act or any state
securities law, as such Damages are incurred, except to the extent such Damages
result primarily from Indemnified Party's failure to perform any covenant or
agreement contained in this Agreement or Indemnified Party's negligence,
recklessness or bad faith in performing its obligations under this Agreement;
provided, however, that the foregoing indemnity agreement shall not apply to
any Damages of an Indemnified Party to the extent, but only to the extent,
arising out of or based upon any untrue statement or alleged untrue statement
or omission or alleged omission made by an Indemnifying Party in reliance upon
and in conformity with written information furnished to the Indemnifying Party
by the Indemnified Party expressly for use in the Registration Statement, any
post-effective amendment thereof or supplement thereto, or any preliminary
prospectus or final prospectus (as amended or supplemented). 


 


Section
9.3           METHOD OF ASSERTING
INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party
(as defined below) under Section 9.2 shall be asserted and resolved as follows:


 


(a)          In
the event any claim or demand in respect of which an Indemnified Party might
seek indemnity under Section 9.2 is asserted against or sought to be collected
from such Indemnified Party by a person other than a party hereto or an
affiliate thereof (a "THIRD PARTY CLAIM"), the Indemnified Party
shall deliver a written notification, enclosing a copy
of all papers served, if any, and specifying the nature of and basis for such
Third Party Claim and for the Indemnified Party's claim for indemnification
that is being asserted under any provision of Section 9.2 against an Indemnifying
Party, together with the amount or, if not then reasonably ascertainable, the
estimated amount, determined in good faith, of such Third Party Claim (a
"CLAIM NOTICE") with reasonable promptness to the Indemnifying Party.
If the Indemnified Party fails to provide the Claim Notice with reasonable
promptness after the Indemnified Party receives notice of such Third Party
Claim, the Indemnifying Party shall not be obligated to indemnify the
Indemnified Party with respect to such Third Party Claim to the extent that the
Indemnifying Party's ability to defend has been prejudiced by such failure of
the Indemnified Party. The Indemnifying Party shall notify the Indemnified
Party as soon as practicable within the period ending thirty (30) calendar days
following receipt by the Indemnifying Party of either a Claim Notice or an
Indemnity Notice (as defined below) (the "DISPUTE PERIOD") whether
the Indemnifying Party disputes its liability or the amount of its liability to
the Indemnified Party under Section 9.2 and whether the Indemnifying Party
desires, at its sole cost and expense, to defend the Indemnified Party against
such Third Party Claim.












10 















 












 















 


(i)          If
the Indemnifying Party notifies the Indemnified Party within the Dispute Period
that the Indemnifying Party desires to defend the Indemnified Party with
respect to the Third Party Claim pursuant to this Section 9.3(a), then the
Indemnifying Party shall have the right to defend, with counsel reasonably
satisfactory to the Indemnified Party, at the sole cost and expense of the
Indemnifying Party, such Third Party Claim by all appropriate proceedings,
which proceedings shall be vigorously and diligently prosecuted by the
Indemnifying Party to a final conclusion or will be settled at the discretion
of the Indemnifying Party (but only with the consent of the Indemnified Party
in the case of any settlement that provides for any relief other than the
payment of monetary damages or that provides for the payment of monetary
damages as to which the Indemnified Party shall not be indemnified in full
pursuant to Section 9.2). The Indemnifying Party shall have full control of
such defense and proceedings, including any compromise or settlement thereof;
provided, however, that the Indemnified Party may, at the sole cost and expense
of the Indemnified Party, at any time prior to the Indemnifying Party's
delivery of the notice referred to in the first sentence of this clause (i),
file any motion, answer or other pleadings or take any other action that the
Indemnified Party reasonably believes to be necessary or appropriate to protect
its interests; and provided further, that if requested by the Indemnifying
Party, the Indemnified Party will, at the sole cost and expense of the
Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in
contesting any Third Party Claim that the Indemnifying Party elects to contest.
The Indemnified Party may participate in, but not control, any defense or
settlement of any Third Party Claim controlled by the Indemnifying Party pursuant
to this clause (i), and except as provided in the preceding sentence, the
Indemnified Party shall bear its own costs and expenses with respect to such
participation. Notwithstanding the foregoing, the Indemnified Party may
takeover the control of the defense or settlement of a Third Party Claim at any
time if it irrevocably waives its right to indemnity under Section 9.2 with
respect to such Third Party Claim.







 







(ii)         If
the Indemnifying Party fails to notify the Indemnified Party within the Dispute
Period that the Indemnifying Party desires to defend the Third Party Claim
pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but
fails to prosecute vigorously and diligently or settle the Third Party Claim,
or if the Indemnifying Party fails to give any notice whatsoever within the
Dispute Period, then the Indemnified Party shall have the right to defend, at
the sole cost and expense of the Indemnifying Party, the Third Party Claim by
all appropriate proceedings, which proceedings shall be prosecuted by the
Indemnified Party in a reasonable manner and in good faith or will be settled
at the discretion of the Indemnified Party(with the consent of the Indemnifying
Party, which consent will not be unreasonably withheld). The Indemnified Party
will have full control of such defense and proceedings, including any
compromise or settlement thereof; provided, however, that if requested by the
Indemnified Party, the Indemnifying Party will, at the sole cost and expense of
the Indemnifying Party, provide reasonable cooperation to the Indemnified Party
and its counsel in contesting any Third Party Claim which the Indemnified Party
is contesting. Notwithstanding the foregoing provisions of this clause (ii), if
the Indemnifying Party has notified the Indemnified Party within the Dispute
Period that the Indemnifying Party disputes its liability or the amount of its
liability hereunder to the Indemnified Party with respect to such Third Party
Claim and if such dispute is resolved in favor of the Indemnifying Party in the
manner provided in clause (iii) below, the Indemnifying Party will not be
required to bear the costs and expenses of the Indemnified Party's defense
pursuant to this clause (ii) or of the Indemnifying Party's participation therein
at the Indemnified Party's request, and the Indemnified Party shall reimburse
the Indemnifying Party in full for all reasonable costs and expenses incurred
by the Indemnifying Party in connection with such litigation. The Indemnifying
Party may participate in, but not control, any defense or settlement
controlled by the Indemnified Party pursuant to this clause (ii), and the
Indemnifying Party shall bear its own costs and expenses with respect to such
participation.












11 















 












 




















 







(iii)        If
the Indemnifying Party notifies the Indemnified Party that it does not dispute
its liability or the amount of its liability to the Indemnified Party with
respect to the Third Party Claim under Section 9.2 or fails to notify the
Indemnified Party within the Dispute Period whether the Indemnifying Party
disputes its liability or the amount of its liability to the Indemnified Party
with respect to such Third Party Claim, the amount of Damages specified in the
Claim Notice shall be conclusively deemed a liability of the Indemnifying Party
under Section 9.2 and the Indemnifying Party shall pay the amount of such
Damages to the Indemnified Party on demand. If the Indemnifying Party has
timely disputed its liability or the amount of its liability with respect to
such claim, the Indemnifying Party and the Indemnified Party shall proceed in
good faith to negotiate a resolution of such dispute; provided, however, that
if the dispute is not resolved within thirty (30) days after the Claim Notice,
the Indemnifying Party shall be entitled to institute such legal action as it
deems appropriate.


 


(b)          In
the event any Indemnified Party should have a claim under Section 9.2 against
the Indemnifying Party that does not involve a Third Party Claim, the
Indemnified Party shall deliver a written notification of a claim for indemnity
under Section 9.2 specifying the nature of and basis for such claim, together
with the amount or, if not then reasonably ascertainable, the estimated amount,
determined in good faith, of such claim (an "INDEMNITY NOTICE") with
reasonable promptness to the Indemnifying Party. The failure by any Indemnified
Party to give the Indemnity Notice shall not impair such party's rights
hereunder except to the extent that the Indemnifying Party demonstrates that it
has been irreparably prejudiced thereby. If the Indemnifying Party notifies the
Indemnified Party that it does not dispute the claim or the amount of the claim
described in such Indemnity Notice or fails to notify the Indemnified Party
within the Dispute Period whether the Indemnifying Party disputes the claim or
the amount of the claim described in such Indemnity Notice, the amount of
Damages specified in the Indemnity Notice will be conclusively deemed a
liability of the Indemnifying Party under Section 9.2 and the Indemnifying
Party shall pay the amount of such Damages to the Indemnified Party on demand.
If the Indemnifying Party has timely disputed its liability or the amount of
its liability with respect to such claim, the Indemnifying Party and the
Indemnified Party shall proceed in good faith to negotiate a resolution of such
dispute; provided, however, that if the dispute is not resolved within thirty
(30) days after the Claim Notice, the Indemnifying Party shall be entitled to
institute such legal action as it deems appropriate.


 


(c)          The
Indemnifying Party agrees to pay the Indemnified Party, promptly as such
expenses are incurred and are due and payable, for any reasonable legal fees or
other reasonable expenses incurred by them in connection with investigating or
defending any such Claim.


 


(d)          The
indemnity provisions contained herein shall be in addition to (i) any cause of
action or similar rights of the Indemnified Party against the Indemnifying
Party or others, and (ii) any liabilities the Indemnifying Party may be subject
to.


 


ARTICLE X


MISCELLANEOUS


 


Section
10.1         GOVERNING LAW;
JURISDICTION. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the Company and the Investor shall be governed,
construed and interpreted in accordance with the laws of the State of California,
without giving effect to principles of conflicts of law. Each of the Company
and Investor hereby submit to the exclusive jurisdiction of the United States Federal
and state courts located in California with respect to the the adjudication of
any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein.


 


Section
10.2         JURY TRIAL WAIVER.
The Company and the Investor hereby waive a trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other in respect of any matter arising out of or in connection with the
Transaction Documents.


 


Section
10.3         ASSIGNMENT. This
Agreement shall be binding upon and inure to the benefit of the Company and
Investor and their respective successors. Neither this Agreement nor any rights
of Investor or the Company hereunder may be assigned by either party to any
other person.














12 















 












 













 


Section
10.4         THIRD PARTY
BENEFICIARIES. This Agreement is intended for the benefit of the Company and
Investor and their respective successors, and is not for the benefit of, nor
may any provision hereof be enforced by, any other person.


 


Section
10.5         TERMINATION. The
Company may terminate this Agreement at any time by written notice to the
Investor. Additionally, this Agreement shall terminate at the end of Commitment
Period or as otherwise provided herein; provided, however, that the provisions
of Articles IX, and Sections 10.1 and 10.2 shall survive the termination of
this Agreement for a period of twenty four (24) months.


 


Section
10.6         ENTIRE AGREEMENT,
AMENDMENT; NO WAIVER. This Agreement and the instruments referenced herein
contain the entire understanding of the Company and Investor with respect to
the matters covered herein and therein and, except as specifically set forth
herein or therein, neither the Company nor Investor makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of
this Agreement may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement.


 


Section
10.7         FEES AND EXPENSES.
The Company agrees to pay its own expenses in connection with the preparation
of this Agreement and performance of its obligations hereunder. The Company
shall pay all stamp or other similar taxes and duties levied in connection with
issuance of the Put Shares pursuant hereto.


 


Section
10.8         COUNTERPARTS. This
Agreement may be executed in multiple counterparts, each of which may be
executed by less than all of the parties and shall be deemed to be an original
instrument which shall be enforceable against the parties actually executing
such counterparts and all of which together shall constitute one and the same
instrument. This Agreement may be delivered to the other parties hereto by
email of a copy of this Agreement bearing the signature of the parties so
delivering this Agreement.


 


Section
10.9         SEVERABILITY. In the
event that any provision of this Agreement becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision; provided that
such severability shall be ineffective if it materially changes the economic
benefit of this Agreement to any party.


 


Section
10.10         FURTHER ASSURANCES.
Each party shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.


 


Section
10.11         NO STRICT
CONSTRUCTION. The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent, and no rules of
strict construction will be applied against any party.


 


Section
10.12         EQUITABLE RELIEF.
The Company recognizes that in the event that it fails to perform, observe, or
discharge any or all of its obligations under this Agreement, any remedy at law
may prove to be inadequate relief to Investor. The Company therefore agrees
that Investor shall be entitled to temporary and permanent injunctive relief in
any such case without the necessity of proving actual damages.


 


Section
10.13         TITLE AND SUBTITLES.
The titles and subtitles used in this Agreement are used for the convenience of
reference and are not to be considered in construing or interpreting this
Agreement.


 


Section
10.14         REPORTING ENTITY FOR
THE COMMON STOCK. The reporting entity relied upon for the determination of the
Market Price for the Common Stock on any given Trading Day for the purposes of
this Agreement shall be Bloomberg Finance L.P. or any successor thereto. The
written mutual consent of Investor and the Company shall be required to employ
any other reporting entity.


 


Section
10.15         PUBLICITY. The
Company and Investor shall consult with each other in issuing any press
releases or otherwise making public statements with respect to the transactions
contemplated hereby and no party shall issue any such
press release or otherwise make any such public statement without the prior
written consent of the other parties, which consent shall not be unreasonably
withheld or delayed, except that no prior consent shall be required if such
disclosure is required by law, in which such case the disclosing party shall
provide the other parties with prior notice of such public statement.
Notwithstanding the foregoing, the Company shall not publicly disclose the name
of Investor without the prior written consent of such Investor, except to the
extent required by law. Investor acknowledges that this Agreement and all or
part of the Transaction Documents may be deemed to be "material
contracts" as that term is defined by Item 601(b)(10) of Regulation S-K,
and that the Company may therefore be required to file such documents as
exhibits to reports or registration statements filed under the Securities Act
or the Exchange Act. Investor further agrees that the status of such documents
and materials as material contracts shall be determined solely by the Company, in
consultation with its counsel.












13 















 












 















[-Signature page
follows-]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 














14 















 












 













 


 


 


 


 


 


 


 


 


IN WITNESS WHEREOF, the parties have
caused this Agreement to be duly executed by their respective officers
thereunto duly authorized as of the day and year first above written.


 


COMPANY:


 


HPIL
HOLDING


By:
/s/ Nitin Amersey


Director
and CFO


 


 


INVESTOR:


 


KODIAK
CAPITAL GROUP, LLC


By:
/s/ Ryan Hodson


Managing
Member


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 














15 















 












 













 


 


 


 


 


 


 


[-Signature page
to Equity Purchase Agreement-]

















16 















 












 













EXHIBIT A


 


FORM OF PUT
NOTICE


 


TO:
KODIAK CAPITAL GROUP, LLC


 


We
refer to the Equity Purchase Agreement dated August 12, 2016 (the “Agreement”)
entered into by HPIL HOLDING (the “Company”) and you. Capitalized terms defined
in the Agreement shall, unless otherwise defined, have the same meaning when
used herein.


 


We
hereby:


 


1) Give you notice that we require you
to purchase ______________ Put Shares;


 


2) Certify that, as of the date hereof,
to the best of our knowledge, the conditions set forth in Section 7.2 of the
Agreement are satisfied.


 


Date:
_____________, 2017


 


__________


By:


Name:


Title:


 


  


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


EXHIBIT B


 














17 















 












 













FORM OF CERTIFICATE
OF THE CHIEF FINANCIAL OFFICER OF HPIL HOLDING


 


Pursuant to
Section 7.2(j) of that certain Equity Purchase Agreement dated August 12, 2016 (the
“Agreement”) by and between the Company and KODIAK CAPITAL GROUP, LLC (the
“Investor”), the undersigned, in his capacity as the Chief Executive Officer of
HPIL HOLDING (the “Company”), and not in his individual capacity, hereby
certifies, as of the date hereof (such date, the “Condition Satisfaction
Date”), the following:


 


1.          The
representations and warranties of the Company are true and correct in all
material respects as of the Condition Satisfaction Date as though made on the
Condition Satisfaction Date (except for representations and warranties
specifically made as of a particular date) with respect to all periods, and as
to all events and circumstances occurring or existing to and including the
Condition Satisfaction Date, except for any conditions which have temporarily
caused any representations or warranties of the Company set forth in the
Agreement to be incorrect and which have been corrected with no continuing
impairment to the Company or Investor; and


 


2.          All
of the Company’s conditions to Closing set forth in Section 7.2 of the
Agreement have been satisfied as of the Condition Satisfaction Date.


 


Capitalized
terms used herein shall have the meanings set forth in the Agreement unless
otherwise defined herein.


 


IN WITNESS
WHEREOF, the undersigned has hereunto affixed his hand as of the __________ day
of ____________, 2017.


 


By:


Name:


Title: